By-Laws of The Environmental Mutagen Society

ARTICLE I
Offices

The Environmental Mutagen Society ("Society") may have such offices, either within or without the District of Columbia, as the Council may determine or as the affairs of the Society may require from time to time. The Society shall have and continuously maintain in the District of Columbia a registered office and a registered agent whose office is identical with such registered office.

ARTICLE II
Membership

Section 1. Members. The membership of the Society shall consist of scientists and other persons who share an interest in the purposes of the Society. Applications for membership shall be submitted to the Membership Committee Chairperson or a designated Agent of the Society. Any member may resign from the Society by giving written notice to the Membership Committee Chairperson.

Section 2. Emeritus Members. Any member who has reached the age of 65 and has retired and who has paid annual dues for at least ten (10) years total may request Emeritus status by submitting a letter of request to the Membership Committee Chairperson for review and approval by the Executive Board. (Amended 2005). Emeritus members vote in Society elections and receive Society mailings and may pay a nominal fee for membership dues. They are not entitled to receive the Society journal.

Section 3. Student/Trainee Members. Persons engaged in formal study in a field represented by EMS may select student/trainee membership status by providing proof of status as student/trainee each year. A Student/Trainee Member may vote but not hold office.

Section 4. Sustaining Members. The Society recognizes the value of industrial corporate support. A separate category of membership is therefore established, identified as a Sustaining Member. An annual contribution to the Society of $1000 or more, as determined by Council or the Executive Board, qualifies the contributor for the status of Sustaining Member. Although this class of membership does not provide privileges, a listing of Sustaining Members will be included in the Program of each Annual Meeting, on the EMS Web Site and at least once a year in the Society Newsletter.

Section 5. Membership List. The Membership Committee Chairperson or his/her designee shall keep a membership list consisting of the names and addresses of all current members.

Section 6. Good Standing. No member may vote, hold office or make nominations unless at the time such member’s dues for the then current calendar year have been paid. Only members in good standing may serve as elected officials of the Society.

Section 7. New Investigators. The New Investigator category will be available to individuals with newly-awarded terminal degrees (e.g., Ph.D.’s, Sc.D.’s, M.D.’s or D.V.M.’s) for a maximum of five years following the date of receipt of the degree. The date (or anticipated date) of receipt of degree must be provided when enrolling as a Society member in the New Investigator category. New Investigators will have all the benefits of Society members. The membership fee will be fixed at the rate provided to students with Journal.

ARTICLE III
Meetings

Section 1. Annual Meetings. An annual business meeting of the members shall be held concurrently with the major scientific meeting of the Society.

Section 2. Special Meetings. Special meetings of the members may be called by the President or a majority of the Council, or such meetings shall be called by the Secretary upon the written request of 10 percent of the members or by 100 members, whichever is the lesser number. Business transacted at any special meeting of members shall be confined to the purposes stated in the notice thereof.

Section 3. Place of Meeting. All meetings of the members shall be held at a place, within or without the District of Columbia, designated by the Council and specified in the notice of such meeting.

Section 4. Conduct of Meetings. The President, or in his/her absence the President-Elect, shall preside at each meeting of the members. The Secretary shall act as secretary of the meeting, or if he/she is not present, the President shall appoint a secretary of the meeting. Proceedings at such meetings shall be governed by Robert’s Rules of Order Revised.

Section 5. Notices. Printed or electronic notices of Annual Meetings, stating the place, days, and hours of the meeting shall be delivered to all members in good standing not less than 5 months before the meeting. In the case of special meetings, written or printed notices stating the place, day, and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be delivered not less than 28 nor more than 90 days before the meeting, either personally, electronically or by mail, by or at the direction of the Council, or the Society Officer calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, or delivered to a designated mail carrier, addressed to the member at his/her address as it appears on the Society’s Membership list, with the postage thereon prepaid. If communicated by fax or electronic communication, such notice shall be deemed to be received by the recipient when there is a fax number or electronic communication address on file.

Section 6. Quorum. Ten percent of the total membership or 100 members, whichever is the lesser number, shall constitute a quorum at meetings of members. When a quorum is present at any meeting, the vote by a majority of the members entitled to vote present in person or represented by proxy shall decide any question brought before such meeting unless the question is one upon which, by express provision of law or of the Articles of Incorporation or these By-laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 7. Voting. Each member (Article III, sections 1, 2, 3 and 7) shall be entitled to one vote on each matter submitted to a vote of members. A member may vote either in person, electronically or by proxy executed in writing by the member or by his/her duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Any member voting by proxy must notify the Secretary in writing at least 24 hours prior to the meeting.

ARTICLE IV
Council

Section 1. General Powers. The business and affairs of the Society shall be managed by the Council. The Council shall exercise all powers of the Society, except those powers designated to officers and others as specified in these By-laws.

Section 2. Number. The Council shall consist of 22 persons. Four members are the elected officers of the Society and serve for their terms of office. These are: President, President-Elect, Secretary, and Treasurer. The immediate Past-President and the Past Past-President shall serve on the Council for a one-year term. The Editor-in-Chief of the Society’s journal, Environmental and Molecular Mutagenesis, shall also be a member and serve for the duration of the appointment. Fifteen additional Council members shall be elected for terms of three years each in the manner provided in Article IX of these By-laws. No Council member shall serve for two consecutive terms, except as an Officer or Editor-in-Chief. A vote which results in a tie will be considered defeated.

Section 3. Resignation. Any member of the Council may resign by giving written notice to the Council, the President or the Secretary.

Section 4. Meetings of the Council. The Council shall meet at such times and places as may be fixed by the President or by resolution of the Council. At the annual meeting of the society, two meetings shall be held, one preceding and one following the annual business meeting.

Section 5. Quorum and Manner of Acting. A majority of the Council shall constitute a quorum. All matters shall be decided at a meeting, a quorum being present, by the affirmative votes of a majority of those present, except in cases where the presence or the vote of a greater number is required by law, the Articles of Incorporation, or these By-laws.

Section 6. Notice. Notice of any meeting of the Council shall be given at least 28 days prior to the date of the meeting. Notice shall mean written notice delivered personally or sent by verifiable means of written communication to each member of the Council at his/her address as shown by the records of the Society. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If communicated by fax or electronic communication, such notice shall be deemed to be received by the recipient when there is a fax number or electronic communication address on file. The attendance of a member of the Council at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these By-laws.

Section 7. Voting and Proxies. Each Council member shall, at every meeting, be entitled to one vote which may be cast in person, electronically or by written proxy, signed by such member, and filed with the Secretary, appointing another Council member to cast his/her vote. Proxies for council meetings must specify the meeting(s) for which they are valid and be dated subsequent to the date of notice of the meeting.

Section 8. Vacancies. Any vacancy occurring in the Council for any cause other than by reason of an increase in the size of the Council, and any vacancy in any officership, may be filled by affirmation vote of a majority of the remaining members of the Council, even though less than a quorum of the Council. A person elected to fill such a vacancy shall serve until the next regular election by the members.

ARTICLE V
Executive Board

There shall be an Executive Board which shall have and exercise the authority of the Council in the management of the Society between meetings of the Council. The Executive Board shall consist of the President, President-Elect, Immediate Past-President, Past Past-President, Secretary, Treasurer and two members of the Council. The two Council members shall be nominated by the President and elected for a one-year term by a majority of all members of the Council. The election of the two council representatives to the Executive Board by Council will occur at the second council meeting at the Annual Meeting. A vote that results in a tie will be considered defeated.

The Past-President will serve a one-year term on the Executive Board and the Council. The Past-President will also serve as the Co-Chair of the Nominating Committee during his/her term as Past-President.

The Past Past-President will serve a one-year term on the Executive Board and the Council. The Past Past-President will also serve as the Chair of the Nominating Committee during his/her term as Past Past-President.

ARTICLE VI
Committees

Section 1. Committees. Committees not having and exercising the Authority of the Council in the management of the Society may be created from time to time by resolution adopted by a majority of the members of the Council present at a meeting at which a quorum is present. Each such committee shall have the functions, membership, and duration specified in the resolution creating such committee.

Section 2. Special Interest Groups (SIG). Subject to review and approval by the President, Executive Board and/or Council, members may propose both the formation of new Special Interest Groups (SIGs), and changes to existing SIGs, based on current scientific interests.

Section 3. Ad Hoc Groups/Task Forces. The President, Executive Board/Council, or both may appoint ad hoc groups/task forces as deemed necessary.

ARTICLE VII
Officers

Section 1. Number. The officers of the Society shall be a President, President-Elect, Secretary and Treasurer. In addition, there may be such other officers as may be designated in accordance with these By-laws. No person may occupy two offices simultaneously, nor shall the immediate past President be an officer of the Society.

Section 2. Election, Term of Office, and Qualifications. The officers of the Society shall be elected in the manner provided in Article IX of these By-laws. Each officer shall hold office for the term provided herein.

Section 3. Resignations. Any officer may resign at any time by giving written notice of his/her resignation to the President or the Secretary. Any such resignation shall take effect at the time specified therein, or if no time is so specified upon its receipt by the President or the Secretary, as the case may be; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. All members shall receive written notice of the resignation from the President or the Secretary.

Section 4. The President. The President shall serve for a term of one year. He/she shall be the chief executive officer of the Society, shall conduct the general and active management and direction of the business and affairs of the Society, and the supervision of the Council. He/she shall preside at all business meetings of the members and at all meetings of the Council and Executive Board. He/she is empowered to nominate committee membership as herein provided and shall, ex officio, be a member of all such committees other than the Nominating Committee. The President may sign, execute and deliver in the name of the Society all deeds, mortgages, bonds, contracts and other instruments, except in cases where the signing, execution or delivery thereof shall be expressly otherwise delegated by the Council, by these By-laws, or by law, and, in general, he/she shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to him/her by these By-laws or the Council. In the event of the absence, disability or resignation of the President, the Council will fill the vacancy by affirmation vote of a majority of the members of the Council. The Executive Board will propose individuals to serve as the Acting President. A person elected to fill such a vacancy shall serve until either (1) the President resumes his/her duties or (2) the President-Elect assumes the office of President according to the election cycle.

Section 5. President-Elect. The President-Elect shall be elected for a term of one year. He/she shall automatically succeed to the Presidency upon the expiration of the term of office of the President.

Section 6. The Secretary. The Secretary shall be elected for a term of three years. He/she shall attend all business meetings of the members, and all meetings of the Executive Board and Council, shall record all of the proceedings of such meetings, shall be the custodian of the records of the Society and shall affix the seal to all such documents as may be required. He/she shall give or cause to be given notice of all meetings of the members and of the Council in accordance with the provisions of the By-laws, and he/she shall keep copies of these By-laws available for inspection by the members of the Society. In general, he/she shall perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned to him/her by these By-laws, the Council or the President.

Section 7. Treasurer. The Treasurer shall be elected for a term of three years (amended 2005, effective with 2007 election) to coincide with the fiscal year of the Society. He/she shall be authorized to collect all moneys payable to the Society, shall be charged with the care and custody of the funds of the Society, and from such funds shall make such disbursement, duly authorized, as may be necessary or appropriate. He/she shall keep the Society’s financial and bank accounts, shall enter in detail all receipts and disbursements and shall report thereon at the request of the Council or the President. These accounts shall be open at all times to the inspection of any member of the Society. In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him/her by these By-laws, the Council or the President.

Section 8. Editor-in-Chief. The Editor-in-Chief of the official publication (the Journal) of the Society shall be appointed by the Council to serve for a term of 5 years. The Editor-in-Chief of the Journal shall appoint the other editors, associate editors and board of editors as deemed necessary to perform the activities and functions of the Society’s Journal. The Editor-in-Chief is responsible for maintaining the quality of peer review and the final acceptance of manuscripts for publication in the Journal. The Editor-in-Chief shall be responsible for communicating with the publisher to assure the timely publication of the issues of the Journal.

Section 9. Other Officers. The Council may appoint other officers, including an Executive Vice President, one or more assistant secretaries, and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Council. Any officer appointed by the Council may be removed by the Council whenever in its judgment the best interests of the Society would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

ARTICLE VIII
Dues

Section 1. Fixing of Dues. Annual membership dues may be established and changed from time to time by the Council; by up to 10% no more frequently than every two years. Notification must be made to the membership with the opportunity to send comments to the Council. The dues increase must be approved by two-thirds of the council. Larger or more frequent increases must be approved by a majority of the members voting at the annual business meeting of the Society.

Section 2. Payment. Membership dues shall be payable on or before January 1 of the calendar year for which assessed. Any member whose dues are unpaid on such date will be so notified and will be notified that he/she is not a member in good standing. If such member’s dues remain unpaid beyond June 30 of such year he/she will no longer be deemed a member.

Section 3. Journal Subscriptions. Subscription to the Society journal (Environmental and Molecular Mutagenesis) is required of all regular and New Investigator members, sustaining members and patrons. Other classes of members (Emeritus, Student, etc.) can receive the journal upon payment of the subscription fee. The members' subscription fee for the Journal is established through negotiation with the publisher and is adjusted from time-to-time to reflect production costs, etc. The subscription is not part of the Dues of the Society.

ARTICLE IX
Nominations and Elections

Section 1. Nominating Committee. Annually, the Executive Board or the Council shall, upon the recommendation of the President, appoint a Nominating Committee consisting of not fewer than five members of the Society, at least two of whom shall not be members of the Council. The Past Past-President of the EMS will serve as the Chair of the Nominating Committee. The Immediate Past-President will serve as the Co-Chair of the Nominating Committee and will become the Chair in the next election cycle. The appointment of the Nominating Committee members and approval of such by the Executive Board will occur within 15 working days from the beginning of the calendar year.

Section 2. Procedure. The Nominating Committee shall agree to a list of nominees (all of whom shall be members in good standing) for members of the Council or officers, as the case may be, to succeed those members or officers whose terms expire two years hence. Any person so nominated shall have, prior to nomination, agreed to serve if elected and to attend, without expense to the Society, the meetings of the Council. In the case of nominations of persons for full three-year terms as members of the Council (other than officers), there shall be at least four more nominees than there are three-year Council memberships to be filled. In the case of officers, there shall be at least two nominees for each office. The slate of candidates will be agreed upon and presented to the Executive Board by the Nominating Committee within 90 days after the Committee formation by letter of appointment from the President. The slate of candidates, agreed upon by the Nominating Committee and approved by the Executive Board, will be presented to the membership of the Society no later than 45 days after Executive Board approval. A final ballot, including, in addition to the foregoing, the names of members nominated by petition as provided in Section 3 of this Article, shall be mailed or distributed electronically to members no later than October 1. Ballots must be received by the Parliamentarian, or designee, on a date specified on the ballot but not later than 60 days after the ballot is distributed to the membership. To be counted, the ballots must be received with sufficient identification for the Parliamentarian, or designee, to determine that the submitter is a member in good standing. Certification of the vote by the Parliamentarian will occur within 15 calendar days of the closing of the election. Persons receiving the highest number of votes, even though less than a majority, shall be deemed elected. Newly elected officials shall take office at the conclusion of the annual business meeting of members except for the Treasurer who shall take office at the beginning of the fiscal year (Article XV, Section 1).

Section 3. Petitions. Ten members may by petition nominate a member for election to the Council and twenty members may so nominate a member for election as an Officer. A petition must include (1) the name of the candidate, (2) the position, (3) name and contact information of all signees of the petition, (4) candidate biographical information and (5) signed statement that the candidate agrees to the petition process, will serve in that position, if elected, and will attend, without expense to the Society, the meetings of the Council. Such petition must be received by the Secretary within 30 days after the presentation of the slate of candidates prepared by the Nominating Committee to the membership of the Society.

ARTICLE X
Affiliations; Publications

Section 1. Affiliation. The Society may affiliate with other organizations only upon the recommendation of the Council approved by a majority of the members voting in a mail or electronic ballot.

Section 2. Publications. The Society may publish or cause to be published such journals and other publications (including without limitations abstracts, reviews, newsletters) only upon the recommendation of the Council approved by two-thirds of the members voting at the annual business meeting.

ARTICLE XI
Dissolution or Merger

The Society may be merged, consolidated or dissolved in the manner provided by statute but, notwithstanding any such statute, any plan of merger, consolidation or dissolution shall be favorably recommended by a two-thirds vote of the Council, shall be discussed at the next succeeding annual business meeting, and shall thereafter be approved by two-thirds of the members voting by mail ballot. In the case of a plan of dissolution, such plan need not designate with particularity the transferees of funds and other assets of the Society. Such transferees must, however, be approved by a two-thirds vote of the Council. Provisions for dissolution or final liquidation must be in accordance with the Articles of Incorporation.

ARTICLE XII
Waiver of Notice

Whenever any notice is required to be given under the provisions of the Non-Profit Corporation Act of the District of Columbia or under the provisions of the Articles of Incorporation of these By-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII
Action Without a Meeting

Any action required or permitted to be taken by the Executive Board or by the Council or by any committee thereof may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a simple majority of the Executive Board or a simple majority of the Council or by a simple majority of the committee, as the case may be, and such written consent is filed with the minutes of the proceedings. In this case, writing includes electronic and fax communications, which are filed with the minutes of the proceedings. Such consent shall have the same force and effect as a unanimous vote of the Executive Board, the Council, or the committee, as the case may be, and may be stated as such in any article or document to be filed with public authorities.

ARTICLE XIV
Seal

The seal of the Society shall be circular in form, shall bear the name of the Society in the margin thereof, and shall indicate the fact of incorporation in the District of Columbia in the year 1969.

ARTICLE XV
Finances

Section 1. Fiscal Year. The fiscal year of the Society shall be July 1- June 30.

Section 2. Audit. The financial books and records of the Society shall be audited at least once every four years by a public accountant to be designated by the Council. The financial books and records of the Society shall be reviewed at least once annually (in years without an audit) by a public accountant to be designated by the Council. (Amended 2003)

Section 3. Financial Statement. The Society shall issue an annual statement of its finances as of the close of the fiscal year. This statement shall be open at all times to the inspection of any member of the Society.

Section 4. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Council. In the absence of such determination by the Council, such instruments shall be signed by the Treasurer.

Section 5. Deposits. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Council may select.

Section 6. Gifts. The Council may accept on behalf of the Society any contribution, gift, bequest, or device for the general purpose or for any special purpose of the Society.

ARTICLE XVI
Amendments to By-Laws

Section 1. Amendment to Article II, Section 1; Article IV, Sections 1 and 2; Article V; Article VII, Section 1, Articles X and XI; and this section of these By-laws may be proposed by any member of the Council or by petition signed by ten members of the Society. Such amendment shall be acted upon at the next regular meeting of the Council and if approved by a two-thirds vote of the Council shall be promptly presented for approval by mail or electronic ballot of all members at the next annual election. If approved by two-thirds of the members voting in such ballot, the amendment will be deemed adopted. If not so approved, the amendment shall be deemed defeated.

Section 2. All other sections of these By-laws may be amended in the manner set forth in Section 1, except that only a majority vote of the members voting by mail or electronic ballot shall be necessary for adoption.

Revised January 2011